Court of Appeals of Texas, Fifth District, Dallas
Appeal from the 429th Judicial District Court Collin County,
Texas Trial Court Cause No. 429-05451-2016
Justices Bridges, Partida-Kipness, and Carlyle
L. CARLYLE JUSTICE.
Zahraei appeals from the trial court's order
denying his special appearance challenging personal
jurisdiction. We affirm and, because the issues are settled
in law, issue this memorandum opinion. See Tex. R.
App. P. 47.4.
is a resident of Iran. In 2012, he joined with a Texas
resident to form a Texas limited-liability company for
purposes of investing and conducting business in the state.
In 2014, that company, AZ&H Investment Co. LLC, acquired
a 50% interest in a commercial property located in Plano,
Texas. To facilitate the transaction, AZ&H took out a
loan from First United Bank in Denton, Texas, for which Abbas
signed as a guarantor.
that year, Abbas enlisted the help of his Georgia-resident
daughter, Sarah Zahrai, and Texas resident Mohammad-Reza
Khosh-Sirat, in forming a new limited-liability company for
the purpose of acquiring the Plano Property. At Abbas's
instruction, Khosh-Sirat formed AZS Holding Company LLC in
September 2014. According to AZS's tax filings, Abbas
owned 100% of AZS's profits and 99% of its capital, while
Sarah owned the other 1% of the capital.
acquired the entire Plano Property in January 2015. Abbas
traveled to Texas for the closing and signed all of the
closing documents. Sarah also traveled to Texas around this
time to meet with Khosh-Sirat. As part of the deal, AZS
assumed AZ&H's loan with First United. AZS also
opened a bank account with First United at the Denton
initially managed AZS's commercial business at the Plano
Property, but he soon left the company after a dispute arose
about his compensation. When negotiations to resolve
Khosh-Sirat's claims fell through, he filed a lawsuit
against AZS in December 2015. AZS did not file an answer.
Khosh-Sirat therefore filed a motion for default judgment on
July 15, 2016. Twelve days later, on Abbas's instruction,
AZS sold its sole asset (the Plano Property) to a third-party
company, JNM Legacy Properties Plano, LLC. AZS received $640,
961.24 from the sale, which was wired into AZS's Texas
bank account. Abbas withdrew the sale proceeds three days
later, all $640, 961.24, leaving AZS with no assets.
September 2016, Khosh-Sirat obtained a default judgment
against AZS in the amount of $78, 000. After learning AZS had
transferred its sole asset to a third party, Khosh-Sirat sued
AZS, Abbas, Sarah, and JNM, alleging that the sale of the
Plano Property was a fraudulent transfer aimed at preventing
him from collecting the debt owed by AZS. Abbas and Sarah
each filed special appearances contesting personal
with his special appearance, Abbas filed an unsworn
declaration acknowledging that he asked Sarah to sell the
Plano Property. In connection with her special appearance,
Sarah testified, among other things, that: (1) she traveled
to Texas on behalf of Abbas to meet Khosh-Sirat in January
2015; (2) she understood that the Plano Property was
Abbas's property; (3) she understood that AZS was
Abbas's company; (4) she was not aware she had any
ownership interest in AZS; (5) Abbas gave her power of
attorney to act on his behalf in Texas; (6) she participated
in leasing commercial spaces in the Plano Property; (7) she
signed an agreement with a Texas real-estate broker (on
behalf of Abbas) to facilitate the eventual sale of the Plano
Property; (8) she signed the deed transferring the Plano
Property to JNM; and (9) Abbas withdrew the sale proceeds
from AZS's Texas account.
2017, the trial court entered a judgment holding that AZS
fraudulently transferred the Plano Property. But it severed
that judgment into a new case, and it did not issue a ruling
concerning either Abbas's or Sarah's liability in an
individual capacity. After a hearing, however, the trial
court denied Abbas's special appearance without issuing
findings of fact or conclusions of law.